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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-Q Equivalent
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 25, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
BIRDS EYE FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 16-0845824
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
90 Linden Oaks, PO Box 20670, Rochester, NY 14602-6070
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (585) 383-1850
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES NO
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
YES NO X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. As of February 4, 2005.
Common Stock: 11,000
o This Form 10-Q Equivalent is only being filed pursuant to a
requirement contained in the indenture governing Birds Eye Foods,
Inc.'s 11 7/8 Percent Senior Subordinated Notes Due 2008.
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Page 1 of 29 Pages
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Birds Eye Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings, and Comprehensive
Income/(Loss)
(Dollars in Thousands)
(Unaudited)
Three Months Ended Six Months Ended
------------------------------- --------------------------------
December 25, December 27, December 25, December 27,
2004 2003 2004 2003
------------ ------------ ------------ -------------
Net sales $ 266,473 $ 248,543 $ 443,817 $ 438,210
Cost of sales (201,550) (186,587) (344,540) (335,000)
----------- ----------- ----------- ------------
Gross profit 64,923 61,956 99,277 103,210
Selling, administrative, and general expense (32,036) (29,819) (60,400) (56,161)
Other income 2,199 0 2,199 0
----------- ----------- ----------- -----------
Operating income 35,086 32,137 41,076 47,049
Interest expense (7,280) (8,507) (13,636) (18,750)
Loss on early extinguishment of debt 0 (4,018) 0 (4,018)
----------- ----------- ----------- -----------
Pretax income from continuing operations 27,806 19,612 27,440 24,281
Tax provision (11,098) (7,853) (10,952) (9,722)
----------- ----------- ----------- -----------
Income before discontinued operations 16,708 11,759 16,488 14,559
Discontinued operations, net of tax 0 470 0 542
----------- ----------- ----------- -----------
Net income $ 16,708 $ 12,229 $ 16,488 $ 15,101
=========== =========== =========== ===========
Accumulated earnings at beginning of period 52,403 23,628 52,623 20,756
----------- ----------- ----------- -----------
Accumulated earnings at end of period $ 69,111 $ 35,857 $ 69,111 $ 35,857
=========== =========== =========== ===========
Net income $ 16,708 $ 12,229 $ 16,488 $ 15,101
Other comprehensive income/(loss):
Unrealized (loss)/gain on hedging activity, net of taxes (35) (26) 110 (547)
----------- ----------- ----------- -----------
Comprehensive income $ 16,673 $ 12,203 $ 16,598 $ 14,554
=========== =========== =========== ===========
Accumulated other comprehensive loss
at beginning of period $ (11,385) $ (11,430) $ (11,530) $ (10,909)
Unrealized (loss)/gain on hedging activity, net of taxes (35) (26) 110 (547)
----------- ----------- ----------- -----------
Accumulated other comprehensive loss
at end of period $ (11,420) $ (11,456) $ (11,420) $ (11,456)
=========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
2
Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)
December 25, June 26,
2004 2004
------------- ----------
ASSETS
Current assets:
Cash and cash equivalents $ 4,030 $ 72,887
Accounts receivable trade, net of allowances for doubtful accounts 76,969 63,319
Accounts receivable, other 6,435 2,271
Inventories, net 249,603 181,083
Current investment in CoBank 757 1,477
Prepaid manufacturing expense 2,225 11,706
Prepaid expenses and other current assets 11,038 11,327
Assets held for sale 1,631 6,848
Current deferred tax asset 8,932 9,047
---------- ----------
Total current assets 361,620 359,965
Investment in CoBank 903 1,102
Property, plant and equipment, net 202,223 197,845
Goodwill 48,926 35,586
Trademarks and other intangible assets, net 220,153 164,123
Other assets 17,556 20,266
Note receivable due from Pro-Fac Cooperative, Inc. 0 1,086
---------- ----------
Total assets $ 851,381 $ 779,973
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of obligations under capital leases $ 853 $ 851
Current portion of long-term debt 2,700 2,700
Current portion of Termination and Transitional Services Agreements with
Pro-Fac Cooperative, Inc. 9,298 9,220
Accounts payable 55,087 76,696
Income taxes payable 11,220 1,241
Accrued interest 2,085 1,153
Accrued employee compensation 8,043 10,029
Other accrued liabilities 63,621 38,689
Growers payable due to Pro-Fac Cooperative, Inc. 16,976 7,783
---------- ----------
Total current liabilities 169,883 148,362
Obligations under capital leases 2,716 3,028
Long-term debt 340,370 301,592
Long-term portion of Termination and Transitional Services Agreements with
Pro-Fac Cooperative, Inc. 11,919 16,830
Other non-current liabilities 58,899 59,943
Non-current deferred tax liability 7,112 6,371
---------- ----------
Total liabilities 590,899 536,126
---------- ----------
Commitments and contingencies
Shareholder's Equity:
Common stock, par value $.01; 11,000 shares
authorized, issued and outstanding 0 0
Additional paid-in capital 202,791 202,754
Accumulated earnings 69,111 52,623
Accumulated other comprehensive income/(loss):
Unrealized gain on hedging activity 327 217
Minimum pension liability adjustment (11,747) (11,747)
---------- ----------
Total shareholder's equity 260,482 243,847
---------- ----------
Total liabilities and shareholder's equity $ 851,381 $ 779,973
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
3
Birds Eye Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
Six Months Ended
----------------------------------------
December 25, 2004 December 27, 2003
------------------ ------------------
Cash Flows From Operating Activities:
Net income $ 16,488 $ 15,101
Adjustments to reconcile net income to net cash
(used in)/provided by operating activities-
Amortization of certain intangible assets 1,271 899
Depreciation 11,299 11,898
Amortization of debt issue costs, amendment costs, and debt premiums 3,560 3,506
Gain on sale of assets (79) 0
Transitional Services Agreement with Pro-Fac Cooperative, Inc. (70) (262)
Provision for deferred taxes 855 0
Loss on early extinguishment of debt 0 4,018
Change in assets and liabilities:
Accounts receivable (14,395) (18,219)
Inventories and prepaid manufacturing expense (56,287) (29,237)
Income taxes payable 10,120 10,744
Accounts payable and other accrued liabilities (2,267) (5,733)
Due to Pro-Fac Cooperative, Inc., net 9,278 6,423
Other assets and liabilities, net (424) 3,728
------------------ ------------------
Net cash (used in)/provided by operating activities (20,651) 2,866
------------------ ------------------
Cash Flows From Investing Activities:
Purchase of property, plant and equipment (9,374) (12,100)
Proceeds from disposals 154 5,414
Acquisition of California & Washington Company (73,455) 0
Proceeds from investment in CoBank 918 1,643
Proceeds from/(issuance of) note receivable to Pro-Fac Cooperative, Inc., net 1,000 (300)
------------------ ------------------
Net cash used in investing activities (80,757) (5,343)
------------------ ------------------
Cash Flows From Financing Activities:
Net proceeds from Revolving Credit Facility 40,300 40,000
Payment of premium and fees on early extinguishment of debt 0 (8,937)
Birds Eye Holdings, Inc. contributions 37 531
Payments on long-term debt (1,350) (164,787)
Payments on Termination Agreement with Pro-Fac Cooperative, Inc. (6,000) (6,000)
Payments on capital leases (436) (256)
------------------ ------------------
Net cash provided by/(used in) financing activities 32,551 (139,449)
------------------ ------------------
Net change in cash and cash equivalents (68,857) (141,926)
Cash and cash equivalents at beginning of period 72,887 153,756
------------------ ------------------
Cash and cash equivalents at end of period $ 4,030 $ 11,830
================== ==================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ (9,160) $ (17,535)
================== ==================
Income taxes refunded, net $ 24 $ 948
================== ==================
Acquisition of California & Washington Company
Accounts receivable $ 3,419
Inventories 3,384
Prepaid expenses and other current assets 47
Goodwill 13,340
Trademarks and other intangible assets 57,300
Accounts payable (1,694)
Accrued employee compensation (276)
Other accrued liabilities (2,065)
------------------
$ 73,455
==================
The accompanying notes are an integral part of these consolidated financial
statements.
4
BIRDS EYE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF CERTAIN SIGNIFICANT ACCOUNTING
POLICIES (UNAUDITED)
The Company: Birds Eye Foods, Inc. (the "Company" or "Birds Eye Foods"),
incorporated in 1961, is a producer and marketer of processed food products. The
Company has three primary segments in which it markets its products, they
include: branded frozen, branded dry, and non-branded products. The majority of
each of the segments' net sales are within the United States. In addition, all
of the Company's operating facilities, excluding one in Mexico, are within the
United States.
The Change in Control (the "Transaction"): On August 19, 2002 (the "Closing
Date"), pursuant to the terms of the Unit Purchase Agreement dated as of June
20, 2002 (the "Unit Purchase Agreement"), by and among Pro-Fac Cooperative,
Inc., a New York agricultural cooperative ("Pro-Fac"), Birds Eye Foods, at the
time a New York corporation and a wholly-owned subsidiary of Pro-Fac, and
Vestar/Agrilink Holdings LLC, a Delaware limited liability company
("Vestar/Agrilink Holdings"), Vestar/Agrilink Holdings and its affiliates
indirectly acquired control of the Company.
Basis of Presentation: The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") for interim financial
information and with the requirements of Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial position, results of operations, and cash
flows have been included. Operating results for the three and six months ended
December 25, 2004 are not necessarily the results to be expected for future
interim periods or the full year. These financial statements should be read in
conjunction with the audited financial statements and accompanying notes
contained in the Company's Form 10-K Equivalent for the fiscal year ended June
26, 2004.
Consolidation: The unaudited consolidated financial statements include the
Company and its wholly-owned subsidiaries after elimination of intercompany
transactions and balances.
Reclassification: Certain items for fiscal 2004 have been reclassified to
conform to the current period presentation.
New Accounting Pronouncements: In May 2004, the Financial Accounting Standards
Board ("FASB") issued Staff Position ("FSP") No. 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003", which superseded FASB Staff Position No. 106-1.
FSP 106-2 requires that until an employer is able to determine whether benefits
provided by its plan are "actuarially equivalent" to Medicare Part D under the
Act, it must disclose the existence of the Act and the fact that the amounts
included in the financial statements related to the employer's postretirement
benefit plans do not reflect the effects of the Act. The guidance in FSP 106-2
is effective for interim or annual financial statements for periods beginning
after June 15, 2004. Detailed regulations necessary to implement the Act and
determine "actuarial equivalency" have, however, not yet been issued. See
further disclosure at NOTE 8 to the "Notes to Consolidated Financial
Statements".
In November 2004, the FASB Emerging Issues Task Force ("EITF") reached a
consensus on EITF Issue No. 03-13, "Applying the Conditions in Paragraph 42 of
FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, in Determining Whether to Report Discontinued Operations". This EITF
Issue provides guidance regarding the evaluation of whether the operations and
cash flows of a component have been or will be eliminated from ongoing
operations, and what types of involvement constitute significant continuing
involvement in the operations of the disposed component. The guidance contained
in EITF 03-13 is effective for components of an enterprise that are either
disposed of or classified as held for sale in fiscal periods beginning after
December 15, 2004. The guidance contained in EITF 03-13 is not expected to have
a material effect on the Company's consolidated financial statements.
In November 2004, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4".
SFAS No. 151 amends previous accounting guidance regarding allocation of fixed
production costs to inventory and the recognition of overheads and other
expenses. This new statement is effective for fiscal years beginning after June
15, 2005. The Company does not expect SFAS No. 151 to have a material effect on
its consolidated financial statements.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- - an amendment of APB Opinion No. 29". SFAS No. 153 eliminates the exception
from fair value measurement for nonmonetary exchanges of similar productive
assets, and replaces it with an exception for exchanges that do not have
commercial substance. This new Statement is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. The Company
does not expect SFAS No. 153 to have a material effect on its consolidated
financial statements.
5
In December 2004, the FASB issued Staff Position No. 109-1, "Application of FASB
Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation Act of
2004". FSP 109-1 clarifies that the manufacturer's deduction provided for under
the American Jobs Creation Act of 2004 should be accounted for as a special
deduction in accordance with SFAS No. 109 and not as a tax rate reduction. The
adoption of FSP No. 109-1 will have no impact on the Company's results of
operations or financial position for fiscal year 2005 because the manufacturer's
deduction is not available to the Company until fiscal year 2006. The Company is
currently evaluating the effect that the manufacturer's deduction will have in
subsequent years.
Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance, in their entirety, are those accounts
that have filed for bankruptcy or been sent to collections, and any other
accounts management believes are not collectible based on historical losses. The
Company periodically reviews the accounts included in the allowance to determine
those to be written off. Generally, after a period of one year, or through legal
counsel's advice, accounts are written off. It is not Company policy to accrue
interest on past due accounts. The Company's allowance for doubtful accounts was
approximately $1.4 million at December 25, 2004, and $1.0 million at June 26,
2004.
Earnings Per Share Data Omitted: The guidance of SFAS No. 128, "Earnings per
Share", requires presentation of earnings per share by all entities that have
issued common stock or potential common stock if those securities trade in a
public market either on a stock exchange (domestic or foreign) or in the
over-the-counter market. Birds Eye Foods common stock is not publicly traded
and, therefore, earnings per share amounts are not presented.
NOTE 2. ACQUISITION OF CALIFORNIA & WASHINGTON COMPANY
On September 23, 2004, Birds Eye Foods acquired the California & Washington
Company ("C&W"), a San Francisco-based marketer of frozen vegetables and fruits,
by acquiring all of the outstanding common stock of C&W (the "Acquisition") for
an aggregate purchase price of approximately $73.5 million (excluding fees). The
purchase price is subject to the working capital adjustment described below.
C&W is the premier marketer of branded frozen vegetables and fruits in the
Western United States, with number one branded market share positions in
California, the Pacific Northwest, and Arizona. The Company believes the
Acquisition strengthens its competitive position by expanding its presence in
the Western United States. Annual net sales of C&W are approximately $40.0
million.
In accordance with the C&W stock purchase agreement, the Acquisition was closed
utilizing an estimate of net working capital, with a final agreed-upon net
working capital amount to be determined subsequent to closing. Birds Eye Foods
has an outstanding receivable from the former shareholders of C&W related to the
adjustment of net working capital in an aggregate amount currently estimated to
be approximately $1.0 million. This receivable is included in accounts
receivable, other in the Company's Consolidated Balance sheet as of December 25,
2004.
The Acquisition was accounted for under the purchase method of accounting in
accordance with SFAS No. 141, "Business Combinations". Under purchase
accounting, the Company will allocate the purchase price to the tangible and
identifiable intangible assets acquired and liabilities assumed based on the
estimated fair values at the date of acquisition. The valuations and other
studies which will provide the basis for such an allocation have not progressed
to a stage where there is sufficient information to make a final allocation in
the accompanying consolidated financial statements. Accordingly, the purchase
accounting adjustments made in the accompanying consolidated financial
statements are preliminary. The preliminary allocation of the purchase price is
presented in the Consolidated Statement of Cash Flows as a supplemental
disclosure. Once an allocation is determined, in accordance with GAAP, any
remaining excess of purchase price over net assets acquired will be adjusted
through goodwill.
The results of operations of C&W subsequent to the Acquisition are included in
the Company's Consolidated Statements of Operations for the three and six months
ended December 25, 2004.
The following unaudited pro forma financial information presents a summary of
consolidated results of operations of the Company as if the Acquisition had
occurred at the beginning of the periods presented:
(Dollars in Thousands)
Three Months Ended Six Months Ended
-------------------- -------------------------------------------
December 27, December 25, December 27,
2003 2004 2003
-------------------- -------------------- --------------------
Net sales $ 262,184 $ 449,266 $ 460,320
Income before discontinued operations 12,663 16,243 15,530
Net income 13,133 16,243 16,072
6
These unaudited pro forma results have been prepared for comparative purposes
only and primarily include adjustments for interest expense, taxes and
amortization. These results do not purport to be indicative of the results of
operations which actually would have resulted had the Acquisition occurred at
the beginning of the 2004 fiscal year, or of the future operations of the
Company.
NOTE 3. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
Discontinued Operations: On May 1, 2004, the Company sold its Freshlike canned
vegetable business to the Allen Canning Company. This sale did not impact frozen
products carrying the Freshlike brand name. The Company recognized a gain of
approximately $3.8 million (after-tax) within discontinued operations in the
fourth quarter of fiscal 2004 from this transaction.
The implementation of SFAS No. 144 resulted in the classification and separate
financial presentation of the Freshlike canned vegetable business as a
discontinued operation and its operations are, therefore, excluded from
continuing operations. All prior period Statements of Operations have been
reclassified to reflect the discontinuance of the Freshlike canned vegetable
business.
The operating results of all businesses classified as discontinued operations in
the Statement of Operations are summarized as follows:
(Dollars in Thousands)
Three Months Ended Six Months Ended
------------------ ----------------
December 27, December 27,
2003 2003
----------- -----------
Net sales $ 5,320 $ 8,205
================ ================
Pretax income $ 769 $ 887
Tax provision (299) (345)
---------------- ----------------
Discontinued operations, net of tax $ 470 $ 542
================ ================
Assets Held for Sale: Having met the criteria outlined in SFAS No. 144, closed
manufacturing sites in Barker, New York; Enumclaw, Washington; and Cincinnati,
Ohio are classified as assets held for sale on the Company's Consolidated
Balance Sheet as of December 25, 2004. The Company is actively marketing these
properties for sale.
The major classes of assets included in the Consolidated Balance Sheet as assets
held for sale at the lower of carrying value or estimated fair value less costs
to sell are as follows:
(Dollars in Thousands)
December 25, June 26,
2004 2004
------------------ ------------------
Property, plant and equipment, net $ 1,631 $ 6,848
================== ==================
In accordance with SFAS No. 144, and during the quarter ended September 25,
2004, the Company reclassified the Green Bay, Wisconsin manufacturing facility
to assets held and used, as disposition of the location within one year is no
longer likely. During the quarter ended December 25, 2004, the Company
reclassified the Red Creek, New York and Sodus, Michigan facilities to assets
held and used, as disposition of these locations within one year is no longer
likely under SFAS No. 144.
NOTE 4. AGREEMENTS WITH PRO-FAC
In connection with the Transaction, Birds Eye Foods and Pro-Fac entered into
several agreements effective as of the Closing Date, including the following:
(i) Termination Agreement. Pro-Fac and Birds Eye Foods entered into a letter
agreement dated as of the Closing Date (the "Termination Agreement"), pursuant
to which, among other things, the marketing and facilitation agreement between
Pro-Fac and Birds Eye Foods (the "Old Marketing and Facilitation Agreement")
which, until the Closing Date, governed the crop supply and purchase
relationship between Birds Eye Foods and Pro-Fac, was terminated. In
consideration of such termination, Birds Eye Foods agreed to pay Pro-Fac a
termination fee of $10.0 million per year for five years, provided that certain
ongoing conditions are met, including maintaining grower membership levels
sufficient to generate certain minimum crop supply. The $10.0 million payment is
payable in quarterly installments as follows: $4.0 million on each July 1, and
$2.0 million each on October 1, January 1, and April 1. The liability for the
Termination Agreement has been reflected at fair value utilizing a discount rate
of 11 1/2 percent. The amount of the obligation under the Termination Agreement
was $21.2 million as of December 25, 2004 and $26.0 million as of June 26, 2004.
7
(ii) Amended and Restated Marketing and Facilitation Agreement. Pro-Fac and
Birds Eye Foods entered into an amended and restated marketing and facilitation
agreement dated as of the Closing Date (the "Amended and Restated Marketing and
Facilitation Agreement"). The Amended and Restated Marketing and Facilitation
Agreement replaces the Old Marketing and Facilitation Agreement and provides
that, among other things, Pro-Fac will be Birds Eye Foods' preferred supplier of
crops. Birds Eye Foods will continue to pay the commercial market value ("CMV")
of crops supplied by Pro-Fac, in installments corresponding to the dates of
payment by Pro-Fac to its members for crops delivered. CMV is defined as the
weighted average price paid by other commercial processors for similar crops
sold under preseason contracts and in the open market in the same or competing
market areas. The processes for determining CMV under the Amended and Restated
Marketing and Facilitation Agreement are substantially the same as the processes
used under the Old Marketing and Facilitation Agreement. Birds Eye Foods makes
payments to Pro-Fac of an estimated CMV for a particular crop year, subject to
adjustments to reflect the actual CMV following the end of such year. Commodity
committees of Pro-Fac meet with Birds Eye Foods management to establish CMV
guidelines, review calculations, and report to a joint CMV committee of Pro-Fac
and Birds Eye Foods. Amounts paid by Birds Eye Foods to Pro-Fac for the CMV of
crops supplied for the six months ended December 25, 2004 and December 27, 2003
were $45.0 million and $47.1 million, respectively.
The Amended and Restated Marketing and Facilitation Agreement also provides that
Birds Eye Foods will continue to provide to Pro-Fac services relating to
planning, consulting, sourcing and harvesting crops from Pro-Fac members in a
manner consistent with past practices. In addition, until August 19, 2007, Birds
Eye Foods may provide Pro-Fac with services related to the expansion of the
market for the agricultural products of Pro-Fac members (at no cost to Pro-Fac
other than reimbursement of Birds Eye Foods' incremental and out-of-pocket
expenses related to providing such services as agreed to by Pro-Fac and Birds
Eye Foods).
Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye
Foods determines the amount of crops which Birds Eye Foods will acquire from
Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount or (ii) a
defined target percentage of Birds Eye Foods' needs for each particular crop,
then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The
defined crop amounts and targeted percentages were set based upon the needs of
Birds Eye Foods in the 2002 crop year (fiscal 2003). The shortfall payment
provisions of the agreement include a maximum shortfall payment, determined for
each crop, that can be paid over the term of the Amended and Restated Marketing
and Facilitation Agreement. The aggregate shortfall payment amounts for all
crops covered under the agreement cannot exceed $20.0 million over the term of
the agreement.
Unless terminated earlier, the Amended and Restated Marketing and Facilitation
Agreement will continue in effect until August 19, 2012. Birds Eye Foods may
terminate the Amended and Restated Marketing and Facilitation Agreement prior to
August 19, 2012 upon the occurrence of certain events, including in connection
with a change in control transaction affecting Birds Eye Foods or Birds Eye
Holdings Inc., ("Holdings Inc."). However, in the event Birds Eye Foods
terminates the Amended and Restated Marketing and Facilitation Agreement as a
result of a change in control transaction prior to August 19, 2005, Birds Eye
Foods must pay Pro-Fac a termination fee of $20.0 million (less the total amount
of any shortfall payments previously paid to Pro-Fac under the Amended and
Restated Marketing and Facilitation Agreement). Also, if, before August 19,
2005, Birds Eye Foods sells one or more portions of its business, and if the
purchaser does not continue to purchase the crops previously purchased by Birds
Eye Foods with respect to the transferred business, then such failure will be
taken into consideration when determining if Birds Eye Foods is required to make
any shortfall payments to Pro-Fac. After August 19, 2005, Birds Eye Foods may
sell portions of its business and the volumes of crop purchases previously made
by Birds Eye Foods with respect to such transferred business will be disregarded
for purposes of determining shortfall payments. The Company does not expect to
pay any such shortfall payments.
(iii) Credit Agreement. Birds Eye Foods and Pro-Fac entered into a Credit
Agreement, dated August 19, 2002 (the "Credit Agreement"), pursuant to which
Birds Eye Foods agreed to make available to Pro-Fac loans in an aggregate
principal amount of up to $5.0 million (the "Credit Facility"). Pro-Fac is
permitted to draw up to $1.0 million per year under the Credit Facility, unless
Birds Eye Foods is prohibited from making such advances under the terms of
certain third party indebtedness of Birds Eye Foods. Pro-Fac borrows and repays
periodically based on its cash flow requirements. The amount of the Credit
Facility will be reduced, on a dollar-for-dollar basis, to the extent of certain
distributions made by Birds Eye Holdings LLC ("Holdings LLC") to Pro-Fac in
respect of its ownership in Holdings LLC. Pro-Fac has pledged all of its Class B
Common Units in Holdings LLC as security for advances under the Credit Facility.
The Credit Facility bears interest at the rate of 10 percent per annum. As of
December 25, 2004, there were no amounts outstanding under this Credit
Agreement.
8
NOTE 5. INVENTORIES
The major classes of inventories, net of reserves of $5.3 million and $4.1
million, as of December 25, 2004 and June 26, 2004, respectively, are as
follows:
(Dollars in Thousands)
December 25, June 26,
2004 2004
------------ ----------
Finished goods $ 228,338 $ 158,090
Raw materials and supplies 21,265 22,993
---------- ----------
Total inventories $ 249,603 $ 181,083
========== ==========
NOTE 6. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS
Goodwill: Birds Eye Foods follows SFAS No. 142, "Goodwill and Other Intangible
Assets", which requires that goodwill not be amortized, but instead be tested at
least annually for impairment and expensed against earnings when its implied
fair value is less than its carrying amount.
As of December 25, 2004, goodwill related to the branded frozen segment was
increased by approximately $13.3 million as a result of the preliminary
allocation of purchase price from the Acquisition of California & Washington
Company.
Intangible Assets: As outlined in SFAS No. 142, certain intangibles with a
finite life are required to continue to be amortized. These intangibles are
being amortized on a straight-line basis over approximately 1 to 36 years. SFAS
No. 142 also requires that intangible assets with indefinite lives not be
amortized.
As of December 25, 2004, as a result of the Acquisition of California &
Washington Company, intangible assets related to order backlogs, covenants not
to compete, employment contracts, and customer relationships were recognized in
the aggregate amount of approximately $26.3 million. These intangibles are being
amortized over their estimated useful lives. In addition, trademarks, which are
not amortized, were increased by approximately $31.0 million as of December 25,
2004 as a result of the Acquisition of California & Washington Company.
These amounts assigned to the intangible assets of California & Washington
Company are preliminary as the valuations and other studies that will provide
the basis for the fair value of these intangible assets have not been completed.
Upon completion of the valuations and final purchase price allocation, any
remaining excess of purchase price over net assets acquired, including the final
fair value assigned to intangible assets, will be adjusted through goodwill. See
further discussion at NOTE 2 to the "Notes to Consolidated Financial
Statements".
The following sets forth the major classes of intangible assets held by the
Company:
(Dollars in Thousands)
December 25, June 26,
2004 2004
--------------------------------- ---------------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
-------- ------------ -------- ------------
Amortized intangible assets:
Covenants not to compete $ 751 $ (340) $ 588 $ (298)
Order backlog 500 (125) 0 0
Customer relationships 32,000 (2,278) 8,000 (1,667)
Other 12,006 (1,861) 10,406 (1,406)
--------------- --------------- --------------- ---------------
Total $ 45,257 $ (4,604) $ 18,994 $ (3,371)
--------------- =============== --------------- ===============
Unamortized intangible assets:
Trademarks 179,500 148,500
--------------- ---------------
Total $ 224,757 $ 167,494
=============== ===============
9
The aggregate amortization expense associated with intangible assets for the six
months ended December 25, 2004 and December 27, 2003 was $1.3 million and $0.9
million, respectively. Aggregate amortization expense for the second half of
fiscal 2005 is estimated to be $1.7 million.
The aggregate amortization expense for each of the five succeeding fiscal years
is estimated as follows:
(Dollars in Thousands)
Aggregate
Annual
Fiscal Amortization
Year Expense
- ---- -----------
2006 $2,930
2007 2,677
2008 2,666
2009 2,666
2010 2,396
NOTE 7. DEBT
Summary of Long-Term Debt
(Dollars in Thousands)
December 25, June 26,
2004 2004
------------------ ------------------
Term Loan Facility $ 251,509 $ 252,859
Senior Subordinated Notes 51,261 51,433
Revolving Credit Facility 40,300 0
------------------ ------------------
Total debt 343,070 304,292
Less current portion (2,700) (2,700)
------------------ ------------------
Total long-term debt $ 340,370 $ 301,592
================== ==================
Bank Debt: In connection with the Transaction, Birds Eye Foods and certain of
its subsidiaries entered into a senior secured credit facility (the "Senior
Credit Facility") in the amount of $470.0 million with a syndicate of banks and
other lenders arranged and managed by JPMorgan Chase Bank ("JPMorgan Chase
Bank"), as administrative and collateral agent. The Senior Credit Facility is
comprised of (i) a $200.0 million senior secured revolving credit facility (the
"Revolving Credit Facility") and (ii) a $270.0 million senior secured B term
loan (the "Term Loan Facility"). The Revolving Credit Facility matures in August
2007 and allows up to $40.0 million to be available in the form of letters of
credit. There were borrowings of $40.3 million on the Revolving Credit Facility
as of December 25, 2004.
The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are approximately $64.1 million. The Term Loan Facility matures in
August 2008 upon which the balance will be due. The Term Loan Facility is also
subject to mandatory prepayments under various scenarios as defined in the
credit agreement governing the Senior Credit Facility (the "Senior Credit
Agreement"). Provisions of the Senior Credit Agreement require that annual
payments, within 105 days after the end of each fiscal year, in the amount of
"excess cash flow" be utilized to prepay the Term Loan Facility at an applicable
percentage that corresponds to the Company's Consolidated Leverage Ratio. There
was no "excess cash flow" for the year ended June 26, 2004 required to be paid
under the Term Loan Facility. The amount of "excess cash flow" for the year
ended June 28, 2003 was $13.1 million and was paid on September 26, 2003.
As of December 25, 2004, the interest rate under the Revolving Credit Facility
was approximately 4.21 percent on LIBOR loans, and the interest rate under the
Term Loan Facility was approximately 4.96 percent on LIBOR loans.
The Senior Credit Facility contains customary covenants and restrictions on the
Company's activities, including, but not limited to: (i) limitations on the
incurrence of indebtedness; (ii) limitations on sale-leaseback transactions,
liens, investments, loans, advances, guarantees, acquisitions, asset sales, and
certain hedging agreements; and (iii) limitations on transactions with
affiliates and other distributions. The Senior Credit Facility also contains
financial covenants requiring the Company to maintain a maximum average debt to
EBITDA ratio, a maximum average senior debt to EBITDA ratio, and a minimum
EBITDA to interest expense ratio. The Company is in compliance with all
covenants, restrictions, and requirements under the terms of the Senior Credit
Facility.
10
The Company's obligations under the Senior Credit Facility are guaranteed by
Holdings, Inc. and certain of the Company's subsidiaries. See NOTE 10 to the
"Notes to Consolidated Financial Statements".
Senior Subordinated Notes: As of December 25, 2004, Birds Eye Foods had
outstanding $50.0 million of its $200.0 million 11 7/8 percent Senior
Subordinated Notes (the "Notes"), due 2008. On November 24, 2003, the Company
repaid $150.0 million of these Notes. In conjunction with this repayment, a
pre-tax loss on early extinguishment of debt of $4.0 million was recorded.
This amount reflects the payment of an $8.9 million call premium and other
transaction expenses less the related unamortized premium of $4.9 million
recorded in conjunction with the August 19, 2002 Transaction. The remaining
premium of $1.3 million at December 25, 2004 is being amortized against interest
expense over the remaining life of the outstanding Notes.
The Notes contain customary covenants and restrictions on the Company's ability
to engage in certain activities, including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends and other distributions. The Company is in compliance with all
covenants, restrictions, and requirements under the Notes.
NOTE 8. INTERIM DISCLOSURES FOR PENSIONS AND OTHER POSTRETIREMENT BENEFITS
Components of Net Periodic Benefit Cost
(Dollars in Thousands)
Pension Benefits
Three Months Ended Six Months Ended
----------------------------------- -----------------------------------
December 25, December 27, December 25, December 27,
2004 2003 2004 2003
---------------- ---------------- ---------------- ----------------
Service cost $ 1,113 $ 1,244 $ 2,227 $ 2,488
Interest cost 1,981 1,962 3,962 3,924
Expected return on plan assets (1,793) (1,605) (3,586) (3,211)
Amortization of prior service cost 2 1 3 3
Amortization of net loss 211 243 422 485
---------------- ---------------- ---------------- ----------------
Net periodic cost - Company plans $ 1,514 $ 1,845 $ 3,028 $ 3,689
Net periodic cost - union plans 122 155 224 246
---------------- ---------------- ---------------- ----------------
Total periodic benefit cost $ 1,636 $ 2,000 $ 3,252 $ 3,935
================ ================ ================ ================
Postretirement Benefits Other than Pensions
Three Months Ended Six Months Ended
----------------------------------- -----------------------------------
December 25, December 27, December 25, December 27,
2004 2003 2004 2003
---------------- ---------------- ---------------- ----------------
Service cost $ 11 $ 13 $ 22 $ 25
Interest cost 50 56 99 113
Amortization of prior service cost (8) (8) (15) (15)
---------------- ---------------- ---------------- ----------------
Total periodic benefit cost $ 53 $ 61 $ 106 $ 123
================ ================ ================ ================
The Company has been unable to conclude whether benefits provided by its
postretirement benefit plans are considered "actuarially equivalent" to Medicare
Part D under the Medicare Prescription Drug, Improvement and Modernization Act
of 2003 (the "Act"), as detailed regulations necessary to implement the Act and
determine "actuarial equivalency" have not yet been issued. As such, the amounts
presented above and included in the consolidated financial statements related to
the Company's postretirement benefit plans do not reflect the effects of the
Act.
NOTE 9. OPERATING SEGMENTS
The Company is organized by product line for management reporting. The Company
has three primary segments in which it operates: branded frozen, branded dry,
and non-branded.
The Company's branded frozen family of products includes traditional frozen
vegetables as well as value added products marketed under recognizable brand
names such as Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin', Freshlike,
McKenzie's and C&W. The Company's branded dry family of products includes a wide
variety of product offerings, including fruit fillings and toppings (Comstock
and Wilderness), chili and chili ingredients (Nalley and Brooks), salad
dressings (Bernstein's and Nalley), and snacks (Tim's, Snyder of Berlin, and
Husman). Birds Eye Foods also produces many products for the non-branded markets
which include store brand, food service and industrial markets. The Company's
store brand products include frozen vegetables, chili products, fruit fillings
and toppings, and other canned products. The Company's food service and
industrial products include frozen vegetables, salad dressings, mayonnaise,
fruit fillings and toppings, and chili products.
11
Reclassifications have been made to the prior year segment presentation below to
reflect the reallocation of certain fixed costs which were not eliminated in
conjunction with the sale of the Company's Freshlike canned vegetable business
in fiscal 2004. The Freshlike canned vegetable business has been reclassified to
discontinued operations in accordance with SFAS No. 144. See NOTE 3 to the
"Notes to Consolidated Financial Statements".
The following table illustrates the Company's operating segment information:
(Dollars in Millions)
Three Months Ended Six Months Ended
------------------------------------- ------------------------------------
December 25, December 27, December 25, December 27,
2004 2003 2004 2003
---------------- ---------------- ---------------- ----------------
Net Sales:
Branded frozen $ 115.3 $ 99.6 $ 178.4 $ 166.3
Branded dry 67.6 63.3 113.2 112.4
Non-branded 83.6 85.6 152.2 159.5
---------------- ---------------- ---------------- ----------------
Total continuing segments $ 266.5 $ 248.5 $ 443.8 $ 438.2
================ ================ ================ ================
Operating income/(loss):
Branded frozen $ 20.0 $ 21.2 $ 24.2 $ 31.8
Branded dry 14.9 12.8 21.8 21.8
Non-branded (2.0) (1.9) (7.1) (6.6)
---------------- ---------------- ---------------- ----------------
Continuing segment operating income 32.9 32.1 38.9 47.0
Other income(1) 2.2 0.0 2.2 0.0
---------------- ---------------- ---------------- ----------------
Operating Income 35.1 32.1 41.1 47.0
Loss on early extinguishment of debt 0.0 (4.0) 0.0 (4.0)
Interest expense (7.3) (8.5) (13.7) (18.7)
---------------- ---------------- ---------------- ----------------
Pretax income from continuing operations $ 27.8 $ 19.6 $ 27.4 $ 24.3
================ ================ ================ ================
(1) Other income is excluded from continuing segment operating income as
management believes this item is non-recurring. See NOTE 11 to the "Notes to
Consolidated Financial Statements".
NOTE 10. GUARANTEES AND INDEMNIFICATIONS
In certain instances when Birds Eye Foods sells businesses or assets, the
Company may retain certain liabilities for known exposures and provide
indemnification to the buyer with respect to future claims for certain unknown
liabilities existing, or arising from events occurring, prior to the sale date,
including liabilities for taxes, legal matters, environmental exposures, labor
contingencies, product liability, and other obligations. The terms of the
indemnifications vary in duration, from one to three years for certain types of
indemnities, to terms for tax indemnifications that are generally aligned to the
applicable statute of limitations for the jurisdiction in which the tax is
imposed, and to terms for certain liabilities (i.e., warranties of title and
environmental liabilities) that typically do not expire. The maximum potential
future payments that the Company could be required to make under these
indemnifications are either contractually limited to a specified amount or
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnifications are not determinable at this time,
as any future payments would be dependent on the type and extent of the related
claims, and all relevant defenses, which are not estimable. Historically, costs
incurred to resolve claims related to these indemnifications have not been
material to the Company's financial position, results of operations or cash
flows.
The Company enters into agreements with indemnification provisions in the
ordinary course of business with its customers, suppliers, service providers and
business partners. In such instances, the Company usually indemnifies, holds
harmless and agrees to reimburse the indemnified party for claims, actions,
liabilities, losses and expenses in connection with any Birds Eye Foods
infringement of third party intellectual property or proprietary rights, or when
applicable, in connection with any personal injuries or property damage
resulting from any Birds Eye Foods' products sold or services provided.
Additionally, the Company may from time to time agree to indemnify and hold
harmless its providers of services from claims, actions, liabilities, losses and
expenses relating to their services to Birds Eye Foods, except to the extent
finally determined to have resulted from the fault of the provider of services
relating to such services. The level of conduct constituting fault of the
service provider will vary from agreement to agreement and may include conduct
which is defined in terms of negligence, gross negligence, willful misconduct,
omissions or other culpable behavior. The terms of these indemnification
provisions are generally not limited. The maximum potential future payments that
the Company could be required to make under these indemnification provisions are
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnification provisions are not determinable at
this time, as any future payments would be dependent on the type and extent of
the related claims, and all relevant defenses to the claims, which are not
estimable. Historically, costs incurred to resolve claims related to these
indemnification provisions have not been material to the Company's financial
position, results of operations or cash flows.
12
The Company has by-laws, policies, and agreements under which it indemnifies its
directors and officers from liability for certain events or occurrences while
the directors or officers are, or were, serving at Birds Eye Foods' request in
such capacities. Furthermore, the Company is incorporated in the state of
Delaware which requires corporations to indemnify their officers and directors
under certain circumstances. The term of the indemnification period is for the
director's or officer's lifetime. The maximum potential amount of future
payments that the Company could be required to make under these indemnification
provisions is unlimited, but would be affected by all relevant defenses to the
claims.
Subsidiary Guarantors: Kennedy Endeavors, Incorporated, Linden Oaks Corporation,
GLK Holdings, Inc. (wholly-owned subsidiaries of the Company), and Pro-Fac
(Pro-Fac files periodic reports under the Security Exchange Act of 1934,
Commission File Number 0-20539) have jointly and severally, fully and
unconditionally guaranteed, on a senior subordinated basis, the obligations of
the Company with respect to the Company's 11 7/8 percent Senior Subordinated
Notes due 2008 (the "Notes"). In addition, Kennedy Endeavors, Incorporated, GLK
Holdings, Inc., BEMSA Holdings, Inc., Linden Oaks Corporation ("Subsidiary
Guarantors") and Holdings Inc. have jointly and severally, fully and
unconditionally guaranteed the obligations of the Company with respect to the
Company's Senior Credit Facility. The covenants in the Notes and the Senior
Credit Facility do not restrict the ability of the Subsidiary Guarantors to make
cash distributions to the Company.
Presented below is condensed consolidating financial information for (i) Birds
Eye Foods, (ii) the Subsidiary Guarantors, and (iii) non-guarantor subsidiaries.
The condensed consolidating financial information has been presented to show the
nature of assets held, results of operations, and cash flows of the Company and
its Subsidiary Guarantors and non-guarantor subsidiaries in accordance with
Securities and Exchange Commission Financial Reporting Release No. 55.
Statement of Operations
Three Months Ended December 25, 2004
---------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ------------ ------------ ------------ ------------
(Dollars in Thousands)
Net sales $ 261,718 $ 9,476 $ 0 $ (4,721) $ 266,473
Cost of sales (198,859) (7,602) 0 4,911 (201,550)
------------ ------------ ------------ ------------ ------------
Gross profit 62,859 1,874 0 190 64,923
Selling, administrative, and general expense (31,325) (711) 0 0 (32,036)
Other (expense)/income (7,500) 9,889 0 (190) 2,199
Income from subsidiaries 9,401 651 0 (10,052) 0
------------ ------------ ------------ ------------ ------------
Operating income 33,435 11,703 0 (10,052) 35,086
Interest (expense)/income (9,926) 1,180 1,466 0 (7,280)
------------ ------------ ------------ ------------ ------------
Pretax income from continuing operations 23,509 12,883 1,466 (10,052) 27,806
Tax provision (9,617) (4,296) 0 2,815 (11,098)
------------ ------------ ------------ ------------ ------------
Net income $ 13,892 $ 8,587 $ 1,466 $ (7,237) $ 16,708
============ ============ ============ ============ ============
Statement of Operations
Six Months Ended December 25, 2004
---------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ------------ ------------ ------------ ------------
(Dollars in Thousands)
Net sales $ 434,219 $ 15,723 $ 0 $ (6,125) $ 443,817
Cost of sales (337,462) (13,469) 0 6,391 (344,540)
------------ ------------ ------------ ------------ ------------
Gross profit 96,757 2,254 0 266 99,277
Selling, administrative, and general expense (58,832) (1,568) 0 0 (60,400)
Other (expense)/income (13,367) 15,832 0 (266) 2,199
Income from subsidiaries 14,532 1,302 0 (15,834) 0
------------ ------------ ------------ ------------ ------------
Operating income 39,090 17,820 0 (15,834) 41,076
Interest (expense)/income (18,835) 2,267 2,932 0 (13,636)
------------ ------------ ------------ ------------ ------------
Pretax income from continuing operations 20,255 20,087 2,932 (15,834) 27,440
Tax provision (8,276) (7,184) 0 4,508 (10,952)
------------ ------------ ------------ ------------ ------------
Net income $ 11,979 $ 12,903 $ 2,932 $ (11,326) $ 16,488
============ ============ ============ ============ ============
13
Balance Sheet
December 25, 2004
---------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ------------ ------------ ------------ ------------
(Dollars in Thousands)
Assets
Cash and cash equivalents $ 3,517 $ 513 $ 0 $ 0 $ 4,030
Accounts receivable, net 79,834 3,570 0 0 83,404
Inventories -
Finished goods 227,775 563 0 0 228,338
Raw materials and supplies 20,208 1,057 0 0 21,265
------------ ------------ ------------ ------------ ------------
Total inventories 247,983 1,620 0 0 249,603
Other current assets 22,539 2,044 977 (977) 24,583
------------ ------------ ------------ ------------ ------------
Total current assets 353,873 7,747 977 (977) 361,620
Property, plant, and equipment, net 176,548 25,675 0 0 202,223
Investment in subsidiaries 349,519 14,299 0 (363,818) 0
Goodwill and other intangible assets, net 80,321 188,758 0 0 269,079
Other assets 18,198 101,102 31,227 (132,068) 18,459
------------ ------------ ------------ ------------ ------------
Total assets $ 978,459 $ 337,581 $ 32,204 $ (496,863) $ 851,381
============ ============ ============ ============ ============
Liabilities and Shareholder's Equity
Current portion of long-term debt $ 2,700 $ 0 $ 0 $ 0 $ 2,700
Current portion of Termination and Transitional
Services Agreements with Pro-Fac
Cooperative, Inc. 9,298 0 0 0 9,298
Accounts payable 53,849 1,238 0 0 55,087
Accrued interest 3,062 0 0 (977) 2,085
Intercompany loans 1,377 (1,377) 0 0 0
Other current liabilities 99,115 6,106 0 (4,508) 100,713
------------ ------------ ------------ ------------ ------------
Total current liabilities 169,401 5,967 0 (5,485) 169,883
Long-term debt 371,597 0 0 (31,227) 340,370
Long-term portion of Termination and
Transitional Services Agreements
with Pro-Fac Cooperative, Inc. 11,919 0 0 0 11,919
Other non-current liabilities 169,568 0 0 (100,841) 68,727
------------ ------------ ------------ ------------ ------------
Total liabilities 722,485 5,967 0 (137,553) 590,899
Shareholder's equity 255,974 331,614 32,204 (359,310) 260,482
------------ ------------ ------------ ------------ ------------
Total liabilities and shareholder's equity $ 978,459 $ 337,581 $ 32,204 $ (496,863) $ 851,381
============ ============ ============ ============ ============
14
Statement of Cash Flows
Six Months Ended December 25, 2004
-------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ------------ ------------- ----------- ------------
(Dollars in Thousands)
Cash Flows From Operating Activities:
Net income/(loss) $ 11,979 $ 12,903 $ 2,932 $ (11,326) $ 16,488
Adjustments to reconcile net income to cash
(used in)/provided by operating activities -
Depreciation 10,238 1,061 0 0 11,299
Amortization of certain intangible assets 896 375 0 0 1,271
Amortization of debt issue costs, amendment costs,
and debt premiums 4,536 0 (976) 0 3,560
Gain on sale of assets (76) (3) 0 0 (79)
Transitional Services Agreement with
Pro-Fac Cooperative, Inc. (70) 0 0 0 (70)
Provision for deferred taxes 855 0 0 0 855
Equity in earnings of subsidiaries (5,088) (439) 0 5,527 0
Change in working capital (44,384) (5,071) (12) (4,508) (53,975)
------------ ------------ ------------ ------------ ------------
Net cash (used in)/provided by operating activities (21,114) 8,826 1,944 (10,307) (20,651)
------------ ------------ ------------ ------------ ------------
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (9,231) (143) 0 0 (9,374)
Proceeds from disposals 147 7 0 0 154
Acquisition of California & Washington Company (73,455) 0 0 0 (73,455)
Proceeds from investment in CoBank 918 0 0 0 918
Proceeds from note receivable to Pro-Fac
Cooperative, Inc., net 1,000 0 0 0 1,000
------------ ------------ ------------ ------------ ------------
Net cash used in investing activities (80,621) (136) 0 0 (80,757)
------------ ------------ ------------ ------------ ------------
Cash Flows From Financing Activities:
Net proceeds from Revolving Credit Facility 40,300 0 0 0 40,300
Payments on long-term debt (1,350) 0 0 0 (1,350)
Payments on Termination Agreement with
Pro-Fac Cooperative, Inc. (6,000) 0 0 0 (6,000)
Payments on capital leases (436) 0 0 0 (436)
Birds Eye Holdings, Inc. contributions, net 37 0 0 0 37
Dividends paid 0 (8,363) (1,944) 10,307 0
------------ ------------ ------------ ------------ ------------
Net cash provided by/(used in) financing activities 32,551 (8,363) (1,944) 10,307 32,551
------------ ------------ ------------ ------------ ------------
Net change in cash and cash equivalents (69,184) 327 0 0 (68,857)
Cash and cash equivalents at beginning of period 72,701 186 0 0 72,887
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of period $ 3,517 $ 513 $ 0 $ 0 $ 4,030
============ ============ ============ ============ ============
15
Statement of Operations
Three Months Ended December 27, 2003
---------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 244,394 $ 7,273 $ 0 $ (3,124) $ 248,543
Cost of sales (184,219) (5,514) 0 3,146 (186,587)
------------ ------------ ------------ ------------ ------------
Gross profit 60,175 1,759 0 22 61,956
Selling, administrative, and general expense (29,449) (370) 0 0 (29,819)
Other (expense)/income (14,267) 14,289 0 (22) 0
Income from subsidiaries 13,003 662 0 (13,665) 0
------------ ------------ ------------ ------------ ------------
Operating income 29,462 16,340 0 (13,665) 32,137
Interest (expense)/income (11,981) 1,984 1,490 0 (8,507)
Loss on early extinguishment of debt (4,018) 0 0 0 (4,018)
------------ ------------ ------------ ------------ ------------
Pretax income/(loss) from continuing operations 13,463 18,324 1,490 (13,665) 19,612
Tax provision (5,739) (6,149) 0 4,035 (7,853)
------------ ------------ ------------ ------------ ------------
Income before discontinued operations 7,724 12,175 1,490 (9,630) 11,759
Discontinued operations (net of tax) 470 0 0 0 470
------------ ------------ ------------ ------------ ------------
Net income $ 8,194 $ 12,175 $ 1,490 $ (9,630) $ 12,229
============ ============ ============ ============ ============
Statement of Operations
Six Months Ended December 27, 2003
---------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 429,328 $ 13,420 $ 0 $ (4,538) $ 438,210
Cost of sales (328,707) (11,047) 0 4,754 (335,000)
------------ ------------ ------------ ------------ ------------
Gross profit 100,621 2,373 0 216 103,210
Selling, administrative, and general expense (54,885) (1,276) 0 0 (56,161)
Other (expense)/income (24,669) 24,885 0 (216) 0
Income from subsidiaries 22,025 1,305 0 (23,330) 0
------------ ------------ ------------ ------------ ------------
Operating income 43,092 27,287 0 (23,330) 47,049
Interest (expense)/income (26,242) 4,555 2,937 0 (18,750)
Loss on early extinguishment of debt (4,018) 0 0 0 (4,018)
------------ ------------ ------------ ------------ ------------
Pretax income from continuing operations 12,832 31,842 2,937 (23,330) 24,281
Tax provision (5,465) (11,449) 0 7,192 (9,722)
------------ ------------ ------------ ------------ ------------
Income before discontinued operations 7,367 20,393 2,937 (16,138) 14,559
Discontinued operations (net of tax) 542 0 0 0 542
------------ ------------ ------------ ------------ ------------
Net income $ 7,909 $ 20,393 $ 2,937 $ (16,138) $ 15,101
============ ============ ============ ============ ============
16
Balance Sheet
June 26, 2004
--------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
------------ ------------ ------------ ------------ ------------
(Dollars in Thousands)
Assets
Cash and cash equivalents $ 72,701 $ 186 $ 0 $ 0 $ 72,887
Accounts receivable, net 61,232 4,358 0 0 65,590
Inventories -
Finished goods 157,394 696 0 0 158,090
Raw materials and supplies 22,029 964 0 0 22,993
------------ ------------ ------------ ------------ ------------
Total inventories 179,423 1,660 0 0 181,083
Other current assets 38,245 2,160 967 (967) 40,405
------------ ------------ ------------ ------------ ------------
Total current assets 351,601 8,364 967 (967) 359,965
Property, plant, and equipment, net 172,670 25,175 0 0 197,845
Investment in subsidiaries 313,403 13,860 0 (327,263) 0
Goodwill and other intangible assets, net 41,576 158,133 0 0 199,709
Other assets 22,178 98,650 30,250 (128,624) 22,454
------------ ------------ ------------ ------------ ------------
Total assets $ 901,428 $ 304,182 $ 31,217 $ (456,854) $ 779,973
============ ============ ============ ============ ============
Liabilities and Shareholder's Equity
Current portion of long-term debt $ 2,700 $ 0 $ 0 $ 0 $ 2,700
Current portion of Termination and Transitional
Services Agreements with Pro-Fac
Cooperative, Inc. 9,220 0 0 0 9,220
Accounts payable 74,889 1,807 0 0 76,696
Accrued interest 2,120 0 0 (967) 1,153
Intercompany loans 2,327 (2,327) 0 0 0
Other current liabilities 49,937 8,656 0 0 58,593
------------ ------------ ------------ ------------ ------------
Total current liabilities 141,193 8,136 0 (967) 148,362
Long-term debt 331,842 0 0 (30,250) 301,592
Long-term portion of Termination and
Transitional Services Agreements
with Pro-Fac Cooperative, Inc. 16,830 0 0 0 16,830
Other non-current liabilities 167,716 0 0 (98,374) 69,342
------------ ------------ ------------ ------------ ------------
Total liabilities 657,581 8,136 0 (129,591) 536,126
Shareholder's equity 243,847 296,046 31,217 (327,263) 243,847
------------ ------------ ------------ ------------ ------------
Total liabilities and shareholder's equity $ 901,428 $ 304,182 $ 31,217 $ (456,854) $ 779,973
============ ============ ============ ============ ============
17
Statement of Cash Flows
Six Months Ended December 27, 2003
------------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ----------- ----------- ----------- ------------
(Dollars in Thousands)
Cash Flows From Operating Activities:
Net income $ 7,909 $ 20,393 $ 2,937 $ (16,138) $ 15,101
Adjustments to reconcile net income to cash
(used in)/provided by operating activities -
Depreciation 11,131 767 0 0 11,898
Amortization of certain intangible assets 524 375 0 0 899
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and
interest-in-kind 6,023 0 (2,517) 0 3,506
Transitional Services Agreement with
Pro-Fac Cooperative, Inc. (262) 0 0 0 (262)
Loss on early extinguishment of debt 4,018 0 0 0 4,018
Equity in undistributed earnings of subsidiaries (5,390) (1,305) 0 6,695 0
Change in working capital (22,885) (1,797) (420) (7,192) (32,294)
----------- ----------- ----------- ----------- -----------
Net cash (used in)/provided by operating activities 1,068 18,433 0 (16,635) 2,866
----------- ----------- ----------- ----------- -----------
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (11,384) (716) 0 0 (12,100)
Proceeds from disposals 5,414 0 0 0 5,414
Proceeds from investment in CoBank 1,643 0 0 0 1,643
Issuance of note receivable to Pro-Fac
Cooperative, Inc., net (300) 0 0 0 (300)
----------- ----------- ----------- ----------- -----------
Net cash provided by/(used in) investing activities (4,627) (716) 0 0 (5,343)
----------- ----------- ----------- ----------- -----------
Cash Flows From Financing Activities:
Net proceeds from revolving credit facility 40,000 0 0 0 40,000
Payment of premium and fees on early
extinguishment of debt (8,937) 0 0 0 (8,937)
Payments on long-term debt (164,787) 0 0 0 (164,787)
Payments on Termination Agreement with
Pro-Fac Cooperative, Inc. (6,000) 0 0 0 (6,000)
Birds Eye Holdings, Inc. contribution, net 531 0 0 0 531
Payments on capital lease (256) 0 0 0 (256)
Dividends paid 0 (16,635) 0 16,635 0
----------- ----------- ----------- ----------- -----------
Net cash used in financing activities (139,449) (16,635) 0 16,635 (139,449)
----------- ----------- ----------- ----------- -----------
Net change in cash and cash equivalents (143,008) 1,082 0 0 (141,926)
Cash and cash equivalents at beginning of period 153,619 137 0 0 153,756
----------- ----------- ----------- ----------- -----------
Cash and cash equivalents at end of period $ 10,611 $ 1,219 $ 0 $ 0 $ 11,830
=========== =========== =========== =========== ===========
NOTE 11. OTHER MATTERS
Legal Matters: Birds Eye Foods is a party to various legal proceedings from time
to time in the normal course of its business. In the opinion of management, any
liability that the Company might incur upon the resolution of these proceedings
will not, in the aggregate, have a material adverse effect on the Company's
business, financial condition, or results of operations. Further, no such
proceedings are known to be contemplated by any governmental authorities. The
Company maintains general liability insurance coverage in amounts deemed to be
adequate by management.
Other Income: During the second quarter of fiscal 2005, management renegotiated
one of its third-party warehousing leases. This resulted in recognition of a
$2.2 million pretax benefit due to the elimination of an unfavorable lease
commitment.
18
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
From time to time, Birds Eye Foods or persons acting on behalf of Birds Eye
Foods may make oral and written statements that may constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995
(the "PSLRA") or by the Securities and Exchange Commission ("SEC") in its rules,
regulations, and releases. The Company desires to take advantage of the "safe
harbor" provisions in the PSLRA for forward-looking statements made from time to
time, including, but not limited to, the forward-looking information contained
in the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" section of this Form 10-Q Equivalent and other statements made in
this Form 10-Q Equivalent and in other filings with the SEC.
The Company cautions readers that any such forward-looking statements made by or
on behalf of the Company are based on management's current expectations and
beliefs but are not guarantees of future performance. Actual results could
differ materially from those expressed or implied in the forward-looking
statements. Among the factors that could impact the Company include:
o the impact of strong competition in the food industry, including
competitive pricing;
o the impact of changes in consumer demand;
o the effectiveness of marketing and shifts in market demand;
o the impact of weather on the volume and quality of raw product;
o the inherent risks in the marketplace associated with new product
introductions, including uncertainties about trade and consumer acceptance;
o the continuation of the Company's success in integrating operations
(including the realization of anticipated synergies in operations and the
timing of any such synergies), and the availability of acquisition and
alliance opportunities;
o the Company's ability to achieve gains in productivity and improvements in
capacity utilization;
o the Company's ability to service debt; and
o interest rate fluctuations.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The purpose of this discussion is to outline the significant reasons for
material changes in the Birds Eye Foods financial condition and results of
operations in the second quarter and first six months of fiscal 2005 as compared
to the second quarter and first six months of fiscal 2004. This section should
be read in conjunction with Part I, Item 1 of this report.
Birds Eye Foods has three primary segments including: branded frozen, branded
dry, and non-branded. The majority of each of the segments' net sales are within
the United States. In addition, all of the Company's operating facilities,
excluding one in Mexico, are within the United States.
The Company's branded frozen family of products includes traditional frozen
vegetables as well as value added products marketed under recognizable brand
names such as Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin', C&W,
Freshlike and McKenzie's. The Company's branded dry family of products includes
a wide variety of product offerings, including fruit fillings and toppings
(Comstock and Wilderness), chili and chili ingredients (Nalley and Brooks),
salad dressings (Bernstein's and Nalley), and snacks (Tim's, Snyder of Berlin
and Husman). Birds Eye Foods also produces many products for the non-branded
markets which include store brand, food service and industrial markets. The
Company's store brand products include frozen vegetables, chili products, fruit
fillings and toppings, and other canned products. The Company's food service and
industrial products include frozen vegetables, salad dressings, mayonnaise,
fruit fillings and toppings, and chili products.
Reclassifications have been made to the prior year segment presentation below to
reflect the reallocation of certain fixed costs which were not eliminated in
conjunction with the sale of the Company's Freshlike canned vegetable business
in fiscal 2004. The Freshlike canned vegetable business has been reclassified to
discontinued operations in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 144. See NOTE 3 to the "Notes to Consolidated Financial
Statements".
The following tables illustrate the results of operations by segment for the
three and six months ended December 25, 2004 and December 27, 2003:
Net Sales
(Dollars in Millions)
Three Months Ended Six Months Ended
------------------------------------------------- -------------------------------------------------
December 25, December 27, December 25, December 27,
2004 2003 2004 2003
----------------------- ----------------------- ----------------------- -----------------------
% of % of % of % of
$ Total $ Total $ Total $ Total
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Branded frozen 115.3 43.2 99.6 40.1 178.4 40.2 166.3 38.0
Branded dry 67.6 25.4 63.3 25.5 113.2 25.5 112.4 25.6
Non-branded 83.6 31.4 85.6 34.4 152.2 34.3 159.5 36.4
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total 266.5 100.0 248.5 100.0 443.8 100.0 438.2 100.0
========== ========== ========== ========== ========== ========== ========== ==========
Operating Income
(Dollars in Millions)
Three Months Ended Six Months Ended
------------------------------------------------- -------------------------------------------------
December 25, December 27, December 25, December 27,
2004 2003 2004 2003
----------------------- ----------------------- ----------------------- -----------------------
% of % of % of % of
$ Total $ Total $ Total $ Total
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Branded frozen 20.0 60.8 21.2 66.0 24.2 62.2 31.8 67.6
Branded dry 14.9 45.3 12.8 39.9 21.8 56.0 21.8 46.4
Non-branded (2.0) (6.1) (1.9) (5.9) (7.1) (18.2) (6.6) (14.0)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Continuing segment
operating income 32.9 100.0 32.1 100.0 38.9 100.0 47.0 100.0
========== ========== ========== ==========
Other income(1) 2.2 0.0 2.2 0.0
---------- ---------- ---------- ----------
Total operating income 35.1 32.1 41.1 47.0
========== ========== ========== ==========
(1) Other income is excluded from continuing segment operating income as
management believes this item is non-recurring. See NOTE 11 to the "Notes to the
Consolidated Financial Statements".
20
EBITDA(1)
The following table sets forth continuing segment EBITDA (defined as income
before discontinued operations plus interest, taxes, and depreciation and
amortization) for the three and six months ended December 25, 2004 and December
27, 2003. EBITDA is an additional measure used by the Company to evaluate the
operating performance of its segments. EBITDA is also a primary measure used
externally by the Company's investor and lenders to ensure consistent
comparability. However, EBITDA should be considered in addition to, and not as a
substitute for or superior to, operating income, net income, cash flows, and
other measures of financial performance prepared in accordance with accounting
principles generally accepted in the United States ("GAAP"). As EBITDA is not a
measure of performance calculated in accordance with GAAP, this measure as
reported by the Company may not be comparable to similarly titled measures
employed by other companies.
(Dollars in Millions)
Three Months Ended Six Months Ended
-------------------------------------------- --------------------------------------------
December 25, December 27, December 25, December 27,
2004 2003 2004 2003
--------------------- --------------------- --------------------- ---------------------
% of % of % of % of
$ Total $ Total $ Total $ Total
--------- --------- --------- --------- --------- --------- --------- ---------
Branded frozen 22.7 57.0 23.6 67.8 28.6 55.5 36.1 64.8
Branded dry 16.1 40.5 13.9 39.9 23.9 46.4 23.8 42.7
Non-branded 1.0 2.5 1.3 3.7 (1.0) (1.9) (0.2) (0.4)
Loss on early extinguishment
of debt(2) 0.0 0.0 (4.0) (11.4) 0.0 0.0 (4.0) (7.1)
--------- --------- --------- --------- --------- --------- --------- ---------
Continuing segment EBITDA 39.8 100.0 34.8 100.0 51.5 100.0 55.7 100.0
========= ========= ========= =========
Reconciliation of EBITDA to
net income:
Other income 2.2 0.0 2.2 0.0
Depreciation and amortization (6.9) (6.7) (12.6) (12.7)
Interest expense (7.3) (8.5) (13.7) (18.7)
Tax provision (11.1) (7.9) (10.9) (9.7)
Discontinued operations, net of tax 0.0 0.5 0.0 0.5
--------- --------- --------- ---------
Net income 16.7 12.2 16.5 15.1
========= ========= ========= =========
(1) Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
is defined as income before discontinued operations plus interest, taxes,
depreciation, and amortization. Continuing segment EBITDA excludes other
income as management believes this item is non-recurring. See NOTE 11 to
the "Notes to Consolidated Financial Statements."
(2) The loss on early extinguishment of debt of $4.0 million was not allocated
to segments. See NOTE 7 to the "Notes to Consolidated Financial
Statements."
CHANGES FROM SECOND QUARTER FISCAL 2004 TO SECOND QUARTER FISCAL 2005
Net Sales: Net sales for the second quarter of fiscal 2005 were $266.5 million,
an increase of $18.0 million, or 7.2 percent, as compared to net sales of $248.5
million in the second quarter of fiscal 2004. This increase is primarily
attributable to a $15.1 million increase within the branded frozen segment as a
result of the Company's acquisition of California & Washington Company ("C&W")
on September 23, 2004. See NOTE 2 to the "Notes to Consolidated Financial
Statements". The "Segment Review" below outlines further details.
Gross Profit: Gross profit in the fiscal 2005 period increased $2.9 million to
$64.9 million as compared to $62.0 million for the fiscal 2004 period. While
gross profit benefited from the acquisition of C&W, this improvement was
somewhat mitigated by the continued impact of sharply higher raw product and
other input costs. Management believes product cost increases will continue to
impact operating results throughout fiscal 2005.
Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the fiscal 2005 period increased $2.2 million to $32.0
million, as compared to $29.8 million in the fiscal 2004 period. Such increases
are attributable to the Company's acquisition of C&W and increased marketing
initiatives within the branded frozen segment.
Other Income: During the second quarter of fiscal 2005, management renegotiated
one of its third-party warehousing leases. This resulted in recognition of a
$2.2 million pretax benefit due to the elimination of an unfavorable lease
commitment.
21
Operating Income: Operating income for the fiscal 2005 period was $35.1 million,
an increase of $3.0 million as compared to $32.1 million in the fiscal 2004
period. This increase is attributable to those factors discussed above.
Operating income for the branded dry segment increased $2.1 million, partially
offset by declines in operating results for the branded frozen and non-branded
segments of $1.2 million and $0.1 million, respectively. The significant reasons
for changes in the Company's operating income are highlighted below in the
"Segment Review".
Interest Expense: Interest expense for the fiscal 2005 period was $7.3 million
compared to $8.5 million in the fiscal 2004 period. This decline is primarily
the result of the Company's repayment of $150.0 million of its 11 7/8 percent
Senior Subordinated Notes in the fiscal 2004 period, partially offset by
increased interest expense incurred in the fiscal 2005 period due to increased
borrowings on the Company's Revolving Credit Facility to finance the acquisition
of C&W.
Loss on Early Extinguishment of Debt: On November 24, 2003, the Company repaid
$150.0 million of its 11 7/8 percent Senior Subordinated Notes. In conjunction
with this repayment, a pre-tax loss on early extinguishment of debt of $4.0
million was recorded in the second quarter of fiscal 2004. This amount reflects
the payment of the $8.9 million call premium and other transaction expenses less
the related unamortized premium of $4.9 million recorded in conjunction with the
August 19, 2002 Transaction.
Tax Provision: The provision for income taxes in the second quarter of fiscal
2005 was $11.1 million compared to a provision for income taxes of $7.9 million
in the fiscal 2004 period. The increase was a result of an increase in the
Company's pretax earnings. The Company has not experienced any significant
changes in its consolidated effective tax rate.
Net Income: Net income for the fiscal 2005 period was $16.7 million compared to
net income of $12.2 million in the fiscal 2004 period. The increase is the
result of the factors outlined above.
Segment Review
A detailed accounting of the significant reasons for changes in net sales and
operating income by segment is outlined below.
Branded Frozen: Branded frozen net sales were $115.3 million in the fiscal 2005
period, an increase of $15.7 million or 15.8 percent as compared to net sales of
$99.6 million for the fiscal 2004 period. This increase is primarily
attributable to an increase of $15.1 million of net sales within the branded
frozen segment as a result of the acquisition of C&W by Birds Eye Foods on
September 23, 2004 and increased net sales for the Voila! product category as a
result of continued product revitalization and increased marketing support.
The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data is limited,
however, as IRI does not capture sales at several of the Company's customers
including Wal-Mart, Costco, and others. IRI also does not track non-branded or
store brand retail sales by the manufacturer. According to IRI, the frozen
vegetable category on a unit basis declined 0.9 percent for the 12-week period
ending January 2, 2005. The Company's branded market share (including C&W for
all periods) on a unit basis at January 2, 2005 was 20.9 percent compared to
21.9 percent at January 4, 2004. The bagged meal category for the 12-week period
ending January 2, 2005 increased 3.8 percent on a unit basis. Market share on a
unit basis for the Company's Birds Eye Voila! bagged meal product offering for
the 12-week period ending January 2, 2005 was 23.9 percent compared to 20.1
percent for the 12-week period ending January 4, 2004.
Branded frozen operating income was $20.0 million in the fiscal 2005 period, a
decline of $1.2 million as compared to operating income of $21.2 million in the
fiscal 2004 period. While the branded frozen segment was positively impacted by
operating income related to the C&W acquisition, the Company has continued to
experience production cost increases consistent with that felt throughout the
industry. Increases in costs for benefits, raw materials and packaging have
negatively impacted operating income and, although the Company has implemented
price increases for many of its products, it has not been able to fully offset
these costs and the cost of various promotional programs required to support
holiday merchandising.
Branded Dry: Branded dry net sales were $67.6 million for the fiscal 2005
period, an increase of $4.3 million or 6.8 percent as compared to net sales of
$63.3 million for the fiscal 2004 period. The price increase executed in the
first quarter of fiscal 2005 to mitigate cost increases in meat, edible oils,
steel and various commodities used in the Company's branded dry business and the
timing of various holiday and other programs within the fruit fillings and
toppings and chili product lines positively impacted net sales in the second
quarter of fiscal 2005 versus fiscal 2004.
Operating income for the branded dry segment was $14.9 million for the fiscal
2005 period, an increase of $2.1 million or 16.4 percent as compared to $12.8
million for the fiscal 2004 period. Operating income was benefited by the
improvement in net sales outlined above.
22
Non-branded: Non-branded net sales were $83.6 million for the fiscal 2005
period, a decline of $2.0 million or 2.3 percent as compared to $85.6 million in
the fiscal 2004 period. This decline is primarily attributable to a reduction in
food service and industrial sales. Reduced crop intake during the summer of 2004
has resulted in less inventory available for sale in the non-branded channel. In
addition, continued rationalization of low margin items has impacted net sales.
The non-branded operating loss for the second quarter of fiscal 2005 was
consistent with that of the prior year.
As highlighted above, IRI data does not track the Company's non-branded or store
brand retail sales. Including management's estimate of the Company's share of
the store brand market, the Company believes its overall market share on a unit
basis in the frozen vegetable category (including C&W for all periods) for the
12-week period ending January 2, 2005 was 32.4 percent compared to 33.2 percent
for the 12-week period ending January 4, 2004.
CHANGES FROM FIRST SIX MONTHS FISCAL 2004 TO FIRST SIX MONTHS FISCAL 2005
Net Sales: Net sales for the fiscal 2005 period were $443.8 million, an increase
of $5.6 million, or 1.3 percent, as compared to net sales of $438.2 million in
the fiscal 2004 period. This increase is attributable to the net sales resulting
from the acquisition of C&W during the second quarter, offset by volume declines
experienced during the first quarter as a result of pricing increases. The
Company executed a price increase on most product categories to mitigate the
impact of industry-wide increases in the costs for labor, raw materials and
packaging. Subsequent to the Company's action regarding pricing, other
competitors have followed with similar pricing actions. The "Segment Review"
below outlines further details.
Gross Profit: Gross profit in the fiscal 2005 period decreased $3.9 million to
$99.3 million as compared to $103.2 million for the fiscal 2004 period. While
increases were experienced in the second quarter, primarily attributable to the
C&W acquisition, lower sales volume in the first quarter, and higher production
cost increases throughout the six months ended December 25, 2004 negatively
impacted performance. Management believes these unfavorable product costs will
impact operating results throughout fiscal 2005.
Selling, Administrative and General Expenses: Selling, administrative and
general expenses in the fiscal 2005 period increased $4.2 million to $60.4
million, as compared to $56.2 million in the fiscal 2004 period. Such increases
are attributable to the Company's acquisition of C&W and increased brand
building initiatives within the branded frozen segment.
Other Income: During the second quarter of fiscal 2005, management renegotiated
one of its third-party warehousing leases. This resulted in recognition of a
$2.2 million pretax benefit due to the elimination of an unfavorable lease
commitment.
Operating Income: Operating income for the fiscal 2005 period was $41.1 million,
a decrease of $5.9 million as compared to $47.0 million in the fiscal 2004
period. The decline is attributable to those factors discussed above. Decreases
in operating results within the branded frozen and non-branded segments were
$7.6 million and $0.5 million, respectively. Operating income for the branded
dry segment was consistent with the prior year period. The significant reasons
for changes in the Company's operating income are highlighted below in the
"Segment Review".
Interest Expense: Interest expense for the fiscal 2005 period was $13.7 million
compared to $18.7 million in the fiscal 2004 period. This decline is primarily
the result of the Company's repayment of $150.0 million of its 11 7/8 percent
Senior Subordinated Notes in the fiscal 2004 period, partially offset by
increased interest expense incurred in the fiscal 2005 period due to increased
borrowings on the Company's Revolving Credit Facility to finance the acquisition
of C&W.
Loss on Early Extinguishment of Debt: On November 24, 2003, the Company repaid
$150.0 million of its 11 7/8 percent Senior Subordinated Notes. In conjunction
with this repayment, a pre-tax loss on early extinguishment of debt of $4.0
million was recorded in the second quarter of fiscal 2004. This amount reflects
the payment of the $8.9 million call premium and other transaction expenses less
the related unamortized premium of $4.9 million recorded in conjunction with the
August 19, 2002 Transaction.
Tax Provision: The provision for income taxes for the fiscal 2005 period was
$10.9 million compared to a provision for income taxes of $9.7 million in the
fiscal 2004 period. The increase was a result of an increase in the Company's
pre-tax earnings. The Company has not experienced any significant changes in its
consolidated effective tax rate.
Net Income: Net income for the fiscal 2005 period was $16.5 million compared to
net income of $15.1 million in the fiscal 2004 period.
23
Segment Review
A detailed accounting of the significant reasons for changes in net sales and
operating income by segment is outlined below.
Branded Frozen: Branded frozen net sales were $178.4 million in the fiscal 2005
period, an increase of $12.1 million or 7.3 percent as compared to net sales of
$166.3 million for the fiscal 2004 period. As outlined above, net sales for C&W
for the fiscal 2005 period accounted for $15.1 million of the Company's
increases in net sales. During the first quarter of the fiscal 2005 period,
however, the Company took pricing action to mitigate manufacturing cost
increases. Management believes its pricing action, along with increased
promotional support, negatively impacted net sales.
The Company has also continued its efforts to support its Voila! product
category. Successful innovation and increased consumer promotion activities
support unit volume increases of 23% versus the fiscal 2004 period.
The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data is limited,
however, as IRI does not capture sales at several of the Company's customers
including Wal-Mart, Costco, and others. IRI also does not track non-branded or
store brand retail sales by the manufacturer. According to IRI, the frozen
vegetable category on a unit basis declined 2.0 percent for the 26-week period
ending January 2, 2005. The Company's branded market share (including C&W for
all periods) on a unit basis for the 26-week period ending January 2, 2005 was
20.0 percent compared to 21.0 percent for the 26-week period ending January 4,
2004. The bagged meal category for the 24-week period ending January 2, 2005
increased 0.7 percent on a unit basis. Market share on a unit basis for the
Company's Birds Eye Voila! bagged meal product offering for the 24-week period
ending January 2, 2005 was 24.1 percent compared to 19.3 percent for the 24-week
period ending January 4, 2004.
Branded frozen operating income was $24.2 million in the fiscal 2005 period, a
decline of $7.6 million as compared to $31.8 million in the fiscal 2004 period.
While the branded frozen segment was positively impacted by operating income
related to the C&W acquisition, the Company has continued to experience
increased production costs. Although, the Company has implemented price
increases for many of its products, it has not been able to fully offset the
increase in product costs and the cost of various promotional programs required
to support holiday merchandising.
Branded Dry: For the six-month period ending December 25, 2004, branded dry net
sales were consistent with those of the prior year. Net sales of $113.2 million
for the fiscal 2005 period represent an increase of $0.8 million or 0.7 percent
as compared to net sales of $112.4 million for the fiscal 2004 period.
Operating income for the branded dry segment was $21.8 million for both the
fiscal 2005 and 2004 periods. While the Company's branded dry segment has
experienced cost increases in meat, edible oils, steel and commodities, it has
been able to mitigate these challenges with pricing action.
Non-branded: Non-branded net sales were $152.2 million for the fiscal 2005
period, a decline of $7.3 million or 4.6 percent as compared to $159.5 million
in the fiscal 2004 period. This decline is primarily attributable to a reduction
in industrial sales. The reduced crop intake in the fiscal 2005 period has
resulted in less inventory available to be sold in this channel. In addition,
the Company has experienced a decline in net sales in a co-pack agreement.
Industrial and co-pack sales typically yield lower margins than the Company's
other product lines, however, provide for greater utilization of manufacturing
facilities.
Non-branded operating income experienced a loss of $7.1 million for the fiscal
2005 period, a $0.5 million decline as compared to an operating loss of $6.6
million for the fiscal 2004 period.
As highlighted above, IRI data does not track the Company's non-branded or store
brand retail sales. Including management's estimate of the Company's share of
the store brand market, the Company believes its overall market share on a unit
basis in the frozen vegetable category (including C&W for all periods) for the
26-week period ending January 2, 2005 was 31.9 percent compared to 32.7 percent
for the 26-week period ending January 4, 2004.
24
LIQUIDITY AND CAPITAL RESOURCES
The following discussion highlights the major variances in the Unaudited
Consolidated Statement of Cash Flows for the six months ended December 25, 2004
compared to the six months ended December 27, 2003.
Net cash used in operating activities for the fiscal 2005 period was $20.7
million as compared to net cash provided by operating activities of $2.9 million
for the fiscal 2004 period, representing a change in cash outflows of $23.6
million. Net cash used for inventory purchases (including prepaid manufacturing
expense) amounted to $56.3 million in the current period as compared to $29.2
million during the prior year period. The timing of production and inventory
purchases, coupled with cost increases experienced throughout the period have
raised the carrying value of inventory.
Net cash used in investing activities for the fiscal 2005 period was $80.8
million, as compared to net cash used in investing activities of $5.3 million
for the fiscal 2004 period, representing a change in cash outflows of $75.5
million. On September 23, 2004, the Company completed the acquisition of
California & Washington Company ("C&W"), which accounted for the majority of the
variance in cash used for investing activities. The acquisition of C&W was
financed by borrowings on the Company's Revolving Credit Facility. Capital
expenditures were $9.4 million for the 2005 period compared to $12.1 million in
the prior year period. The decrease in capital expenditures is the result of the
timing for various initiatives.
Net cash provided by financing activities for the fiscal 2005 period was $32.6
million, as compared to net cash used in financing activities of $139.4 million
in the fiscal 2004 period, representing a change of $172.0 million. During the
fiscal 2004 period, the Company repaid $150.0 million of its 11 7/8 percent
Senior Subordinated Notes, along with the required call premium of $8.9 million.
In addition, during the fiscal 2004 period, the Company paid a $13.1 million
"excess cash flow payment" as required by the Senior Credit Agreement. No such
"excess cash flow payment" was required in fiscal 2005. The change in financing
activities was also impacted by proceeds received under the Company's Revolving
Credit Facility to finance the acquisition of C&W on September 23, 2004. The
Company anticipates future borrowings on its Revolving Credit Facility to be in
the ordinary course of business. See NOTE 7 to the "Notes to Consolidated
Financial Statements".
Contractual Obligations: During the second quarter of fiscal 2005, management
renegotiated one of its third-party warehousing agreements, which has resulted
in a reduction in the Company's future purchase obligations under contracts by
$18.1 million.
Senior Credit Facility: In connection with the Transaction, Birds Eye Foods and
certain of its subsidiaries entered into a senior secured credit facility (the
"Senior Credit Facility") in the amount of $470.0 million with a syndicate of
banks and other lenders arranged and managed by JPMorgan Chase Bank ("JPMorgan
Chase Bank"), as administrative and collateral agent. The Senior Credit Facility
is comprised of (i) a $200.0 million senior secured revolving credit facility
(the "Revolving Credit Facility") and (ii) a $270.0 million senior secured B
term loan (the "Term Loan Facility"). The Revolving Credit Facility matures in
August 2007, and allows up to $40.0 million to be available in the form of
letters of credit.
As of December 25, 2004, (i) there were $40.3 million of cash borrowings
outstanding under the Revolving Credit Facility, (ii) there were $24.9 million
in letters of credit outstanding, and therefore (iii) availability under the
Revolving Credit Facility was $134.8 million. The Company believes that the cash
flow generated by operations and the amounts available under the Revolving
Credit Facility provide adequate liquidity to fund working capital needs and
capital expenditures.
The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are approximately $64.1 million. The Term Loan Facility matures in
August 2008 upon which the balance outstanding thereunder will be due. The Term
Loan Facility is also subject to mandatory prepayments under various scenarios
as defined in the Senior Credit Agreement. Provisions of the Senior Credit
Agreement require annual payments, within 105 days after the end of each fiscal
year, in the amount of "excess cash flow" be utilized to prepay the commitment
at an applicable percentage that corresponds to the Company's Consolidated
Leverage Ratio. There was no "excess cash flow" for the year ended June 26, 2004
required to be paid under the Term Loan Facility.
The Senior Credit Facility bears interest at the Company's option, at a base
rate or LIBOR plus, in each case, an applicable percentage. The appropriate
applicable percentage corresponds to the Company's Consolidated Leverage Ratio,
as defined by the senior credit agreement ("Senior Credit Facility"), and is
adjusted quarterly based on the calculation of the Consolidated Leverage Ratio.
As of December 25, 2004, the Senior Credit Facility bears interest in the case
of base rate loans at the Base Rate plus (i) 1.00 percent for loans under the
Revolving Credit Facility, and (ii) 1.75 percent for loans under the Term Loan
Facility or in the case of LIBOR loans at LIBOR plus (x) 2.00 percent for loans
under the Revolving Credit Facility and (y) 2.75 percent for loans under the
Term Loan Facility. The incremental percentages presented vary based upon the
Company's Consolidated Leverage Ratio, as defined. As of December 25, 2004, the
interest rate under the Term Loan Facility was approximately 4.96 percent on
LIBOR loans. The initial unused commitment fee is 0.375 percent on the daily
average unused commitment under the Revolving Credit Facility and also varies
based on the Company's Consolidated Leverage Ratio. As of December 25, 2004, the
interest rate under the Revolving Credit Facility was approximately 4.21 percent
on LIBOR loans.
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The Senior Credit Facility contains customary covenants and restrictions on the
Company's activities, including but not limited to: (i) limitations on the
incurrence of indebtedness; (ii) limitations on sale-leaseback transactions,
liens, investments, loans, advances, guarantees, acquisitions, asset sales, and
certain hedging agreements; and (iii) limitations on transactions with
affiliates and other distributions. The Senior Credit Facility also contains
financial covenants requiring the Company to maintain a maximum average debt to
EBITDA ratio, a maximum average senior debt to EBITDA ratio, and a minimum
EBITDA to interest expense ratio. As of December 25, 2004, the Company was in
compliance with all covenants, restrictions, and requirements under the terms of
the Senior Credit Facility.
The Company's obligations under the Senior Credit Facility are collateralized by
a first priority lien on: (i) substantially all existing or after-acquired
assets, tangible or intangible, (ii) the capital stock of Birds Eye Foods and
its domestic subsidiaries, and (iii) 65% of the voting capital stock and 100% of
the non-voting capital stock in certain foreign subsidiaries. The Company's
obligations under the Senior Credit Facility are guaranteed by Holdings Inc. and
certain of the Company's subsidiaries. See NOTE 10 to the "Notes to Consolidated
Financial Statements" included herein.
Senior Subordinated Notes - 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued Senior Subordinated Notes (the "Notes") for $200.0 million
aggregate principal amount due November 1, 2008. Interest on the Notes accrues
at the rate of 11 7/8 percent per annum and is payable semiannually in arrears
on May 1 and November 1. On November 24, 2003, the Company repaid $150.0 million
of the Notes.
The Notes represent general unsecured obligations of the Company, subordinated
in right of payment to certain other debt obligations of the Company (including
the Company's obligations under the Senior Credit Facility). The Notes are
guaranteed by Pro-Fac and certain of the Company's subsidiaries.
The Notes contain customary covenants and restrictions on the Company's ability
to engage in certain activities, including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends and other distributions. As of December 25, 2004, the Company was in
compliance with all covenants, restrictions, and requirements under the Notes.
The Company, its principal shareholders, or their affiliates may, from
time-to-time, enter the market to purchase or sell Notes in compliance with any
applicable securities laws.
CRITICAL ACCOUNTING POLICIES
The preparation of the Company's consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts.
The estimates and assumptions are evaluated on a regular basis and are based on
historical experience and on various other factors that are believed to be
reasonable. Estimates and assumptions include, but are not limited to: trade
accounts receivable, inventories, self-insurance programs, promotional
activities, and identifiable intangible assets, long-lived assets, and goodwill.
The following are considered to be the Company's more critical estimates and
assumptions used in the preparation of the consolidated financial statements,
although not inclusive.
Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance in their entirety are those accounts
that have filed for bankruptcy, or been sent to collections, and any other
accounts management believes are not collectible based on historical losses. The
Company periodically reviews the accounts included in the allowance to determine
those to be written off. Generally, after a period of one year, or through legal
counsel's advice, accounts are written off. It is not Company policy to accrue
interest on past due accounts.
Inventories: Under the first-in, first-out ("FIFO") method, the cost of items
sold is based upon the cost of the first such items produced. As a result, the
last such items produced remain in inventory and the cost of these items are
used to reflect ending inventory. The Company prices its inventory at the lower
of cost or market value on the FIFO method.
A reserve is established for the estimated aged surplus, spoiled or damaged
products, and discontinued inventory items and components. The amount of the
reserve is determined by analyzing inventory composition, expected usage,
historical and projected sales information, and other factors. Changes in sales
volume due to unexpected economic or competitive conditions are among the
factors that could result in materially different amounts for this item.
Self-insurance Programs: The Company records estimates for certain health and
welfare and workers' compensation costs that are provided for under self-insured
programs. Should a greater amount of claims occur compared to what was estimated
or should costs of medical care increase beyond what was anticipated, reserves
recorded may not be sufficient and additional costs could be incurred.
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Promotional Activities: The Company's promotional activities are conducted
either through the retail trade channel or directly with consumers and involve
in-store displays; feature price discounts on the Company's products; consumer
coupons; and similar activities. The costs of these activities are generally
recognized at the time the related revenue is recorded, which normally precedes
the actual cash expenditure. The recognition of these costs therefore requires
management's judgment regarding the volume of promotional offers that will be
redeemed by either the retail trade channel or consumer. These estimates are
made using various techniques including historical data on performance of
similar promotional programs. Differences between estimated expense and actual
redemptions are normally insignificant and recognized as a change in management
estimate in a subsequent period. However, the likelihood exists of materially
different reported results if different assumptions or conditions were to
prevail.
Identifiable Intangible Assets, Long-Lived Assets, and Goodwill: The Company
assesses the carrying value of its identifiable intangible assets and long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of the underlying asset may not be recoverable. Certain factors which may
occur and indicate that an impairment exists include, but are not limited to:
significant under performance relative to historical or projected future
operating results; significant changes in the manner of the Company's use of the
underlying assets; and significant adverse industry or market trends. The
Company tests goodwill for impairment on an annual basis. In the event that the
carrying values of assets are determined to be impaired, the Company would
record an adjustment to the respective carrying value.
OTHER MATTERS
The vegetable and fruit portions of the business can be positively or negatively
affected by weather conditions nationally and the resulting impact on crop
yields. Favorable weather conditions can produce high crop yields and an
oversupply situation. This can result in depressed selling prices on the
inventory produced from that year's crops. Excessive rain or drought conditions
can produce low crop yields and a shortage situation. This situation can result
in higher selling prices. While the national supply situation controls the
pricing, the supply can differ regionally because of variations in weather.
The cherry crop from the 2003 growing season was adversely affected by weather
conditions in the prime growing areas in Michigan. Both raw and frozen cherry
costs have, therefore, increased significantly from historic levels. To offset
the cherry cost increase, management initiated both pricing actions and changes
in promotional programs across all of its cherry items. Indications from the
2004 cherry growing season show adequate crop supply, however, final pricing has
not yet been determined.
Additionally, for the 2004 crop season, a combination of higher than normal
precipitation levels and below normal temperatures in the Northeast and Midwest
regions has reduced planned crop intake. This reduction in crop intake has
impacted production costs and efficiency. Management believes product cost
increases will impact operating results throughout fiscal 2005. Management
continues, however, to actively pursue cost reductions to mitigate crop-related
cost increases.
Effective June 28, 2004 the Company initiated a price increase of 5 to 7 percent
on most product categories. The price increase was a direct result of increases
across commodities, ingredients, packaging and other production costs.
MARKET AND INDUSTRY DATA
Unless otherwise stated in this report, industry and market share data used
throughout this Form 10-Q Equivalent was derived from industry sources believed
by the Company to be reliable, including information provided by Information
Resources, Inc. Consultants' reports and industry publications generally state
that the information contained therein has been obtained from sources believed
to be reliable, but that the accuracy and completeness of such information is
not guaranteed. The Company has not independently verified such data and makes
no representation to its accuracy.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company, as a result of its operating and financing activities, is exposed
to changes in foreign currency exchange rates and certain commodity prices,
which may adversely affect its results of operations and financial position. In
seeking to minimize the risks and/or costs associated with such activities, the
Company has entered into derivative contracts. Certain of the Company's
derivative financial instruments are reported in the Company's Annual Report on
Form 10-K Equivalent for the year ended June 26, 2004. No material changes have
occurred in these instruments which would require additional disclosure in
answer to this item.
ITEM 4. CONTROLS AND PROCEDURES.
Birds Eye Foods management, with the participation of Birds Eye Foods Principal
Executive Officer and Principal Financial Officer, evaluated the effectiveness
of the design and operation of Birds Eye Foods disclosure controls and
procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")). Based on that evaluation, Birds Eye Foods
Principal Executive and Principal Financial Officers concluded that Birds Eye
Foods disclosure controls and procedures as of December 25, 2004 (the end of the
period covered by this Report) have been designed and are functioning
effectively to provide reasonable assurance that the information required to be
disclosed by Birds Eye Foods in reports filed or submitted by it under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
There were no changes to Birds Eye Foods' internal control over financial
reporting that occurred during the quarter ended December 25, 2004 that
materially affected or are reasonably likely to materially affect Birds Eye
Foods' internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Certain of our legal proceedings are reported in our Annual Report on Form 10-K
Equivalent for the year ended June 26, 2004. Information about any material
developments that may have occurred since June 26, 2004 is described in NOTE 11,
"Other Matters - Legal Matters", under "Notes to Consolidated Financial
Statements" in Part I, Item 1. of this Form 10-Q Equivalent and is incorporated
herein by reference in answer to this item.
ITEM 6. EXHIBITS.
Exhibits
Exhibit Number Description
---------------- ----------------------------------------------------
31.1 Certification required by Rule 13a - 14(a) of the
Securities Exchange Act of 1934 of the Principal
Executive Officer (filed herewith).
31.2 Certification required by Rule 13a - 14(a) of the
Securities Exchange Act of 1934 of the Principal
Financial Officer (filed herewith).
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SIGNATURES
The Company has duly caused this 10-Q Equivalent to be signed on its behalf by
the undersigned, thereunto duly authorized.
BIRDS EYE FOODS, INC.
Date: February 7, 2005 By: /s/ Earl L. Powers
--------------------- ------------------------------------
EARL L. POWERS
EXECUTIVE VICE PRESIDENT and
CHIEF FINANCIAL OFFICER and
SECRETARY
(On Behalf of the Registrant and as
Principal Financial Officer
and Principal Accounting Officer)
29